Charity Trustees Legal Duties and Responsibilities
|
|
- Diana Campbell
- 7 years ago
- Views:
Transcription
1 Charity Trustees Legal Duties and Responsibilities Seamus Clifford Partner Paul Forsyth Solicitor 1
2 What is a charity trustee? The trustees have general control over the management and administration of the charity. The trustees have ultimate responsibility for the charity. If the charity is incorporated the trustees may also be known as directors and will have additional responsibility and duties imposed by the Companies Act
3 Matters to consider before becoming a trustee Take steps to find out as much about the charity as possible. Useful sources of information available from the charity: annual reports; annual accounts; internal policies (if available); speak to the existing trustees and charity staff; and review the charity s governing document (if the charity is incorporated the Articles of Association are available online from Companies House). 3
4 Is the charity incorporated? Charities may be: 1. Unincorporated: these may be formed as trusts or associations ; their governing document will usually be a trust deed or a constitution or a scheme of the Charity Commission; the property of the charity is usually held by the trustees or their nominees on trust for the charity. 2. Incorporated: a charitable company is registered with Companies House usually as a company limited by guarantee and the Charity Commission; the charity is a legal entity in its own right. The trustees are the directors of the company; and the charity is capable of owning property in its own right. 4
5 Is the charity incorporated? 3. Charitable Incorporated Organisation: Charitable Incorporated Organisations (CIOs) are a new type of body, brought into being by the Charities Act Detailed regulations can be found in the Charitable Incorporated Organisations (General) Regulations 2012 SI It became possible to submit applications for registration from 10th December 2012; a CIO is an incorporated form of charity which is not a company; it only has to register with the Charity Commission and not Companies House; and it is only created once it is registered with the Charity Commission. 5
6 Summary of trustees duties Trustees have and must accept ultimate responsibility for directing the affairs of the charity, ensuring that it is solvent, well run, and delivering the charitable outcomes for the benefit of the public for which it has been set up (the Beneficiaries ). Compliance - Trustees must: ensure that the charity does not breach any of the requirements or rules set out in its governing document; comply with the requirements of its regulators and legislation (such as the Charities Act 2011); and act with integrity, and avoid any personal conflicts of interest or misuse of charity funds or assets. 6
7 Summary of trustees duties Duty of prudence Trustees must: ensure that the charity is and will remain solvent; use charitable funds and assets reasonably, and only in furtherance of the charity s objectives; avoid undertaking activities that might place the charity s endowment, funds, assets or reputation at undue risk; and take special care when investing the funds of the charity, or borrowing funds for the charity to use. 7
8 Summary of trustees duties Duty of care Trustees must: use reasonable care and skill in their work as trustees, using their personal skills and experience as needed to ensure that the charity is well-run and efficient; and consider getting external professional advice on all matters where there may be material risk to the charity or; where the trustees may be in breach of their duties. Trustees Act 2000 (Chapter 29, Part 1, Section 1) Whenever the duty under this subsection applies to a trustee, he must exercise such care and skill as is reasonable in the circumstances, having regard in particular (a)to any special knowledge or experience that he has or holds himself out as having, and (b)if he acts as trustee in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. 8
9 Trustees and decision making Trustees must: act within their powers in accordance with the charity s governing document and legislation such as the Trustees Act 2000; act in good faith and only in the interest of the charity; make sure that that they are sufficiently informed; take account of all relevant factors; manage conflicts of interests; and make decisions that are within the range of decisions that a reasonable trustee body could make. 9
10 Trustees acting within their powers Trustees must only make decisions that are consistent with their charity s objects and powers. These powers come from statute and the charity s governing document. If the trustees are not sure about their powers they should seek advice from the Charity Commission or from suitably qualified person such as an accountant, solicitor or expert in the relevant area. 10
11 Trustees acting in good faith Good faith as defined by the Charity Commission: genuine honest intention; and acting in the best interest of the charity. Bad faith as defined by the Charity Commission: acting in a way that the trustee didn t honestly believe was in the interests of the charity; intentionally benefiting someone in a way that is not in the charity s interests; and deliberately using a power for a purpose for which it was not intended. Consequences of acting in bad faith : trustee may not be able to recoup associated expenses they have incurred in connection with the decision; and the decision may be challenged and the trustees may have to repay the charity for any losses they have caused. 11
12 Trustees being sufficiently informed Trustees should demonstrate that their decision is based on sufficient and appropriate evidence such as: the cost or value involved; the complexity of the issue; the impact of the decision; how far reaching is the decision; and how urgent is the decision. 12
13 Trustees taking account of all relevant factors Relevant factors will vary depending on the circumstances. Depending on the circumstances relevant factors to consider could include: is the proposed decision in the best interest of the charity; is the decision consistent with the charity s objects; do the trustees have all the powers they need to make and carry out the decision; what are the risks / benefits of the proposed decision; reputational risks; are sufficient funds available; and have the charity s stakeholders been consulted, consider: the charity s employees; the charity s beneficiaries; the charity s founders; and other individuals or groups who may be impacted by the charity s decisions. For incorporated charities the factors considered should be noted in the company s board minutes. For unincorporated charities a minute should be produced and held on file. 13
14 Trustees managing conflicts of interest If there is a potential conflict between a trustee s personal interests and those of the charity a trustee should proceed with caution. The trustee should refer to the charity s constitution and clarify whether it contains provisions for dealing with conflicts of interests. If the charity is incorporated as a company the Companies Act 2006 will require the trustee to declare their interest in accordance with the requirements of section 177 of the Companies Act 2006 and the interest should be declared at a meeting of the trustees. The trustee should then refer to the charity s governing document as it will provide guidance as to whether the interested trustee may vote at a meeting of the trustees. 14
15 Trustees managing conflicts of interest Example extract from a charity s governing document taken from the Charity Commission: Declaration of directors interests A director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A director must absent himself or herself from any discussions of the charity directors in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest). 15
16 Trustees managing conflicts of interest If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply: (a) the conflicted director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person; (b) the conflicted director does not vote on any such matter and is not to be counted when considering whether a quorum of directors is present at the meeting; and (c) the unconflicted directors consider it is in the interests of the charity to authorise the conflict of interests in the circumstances applying. 16
17 How do trustees ensure their decision is within the range of decisions that a reasonable trustee body could make? Trustees should consider: have they given enough time and consideration to their decision; have they missed anything; have they taken professional advice and followed it; have they read relevant guidance that is available; can the trustees justify the their decisions in the circumstances; is the decision consistent with previous decisions made by the trustees; and what grounds could anyone have for saying the trustees had acted unreasonably. 17
18 Collective Decisions Trustees have a duty to make decisions collectively a collective decision means: all trustees have a duty to participate in the decision making process (unless they are not permitted due to a conflict of interests); and decision making process must comply with procedures set out in the governing document of the charity. Some trustees may have a particular role, for example, the treasurer. However, responsibility for decision making still lies with the trustees as a whole. 18
19 Additional duties for trustees of incorporated charities If a charity is incorporated the trustees will also be directors and therefore, subject to duties and requirements under the Companies Act These duties can be found in the Companies Act 2006 at sections The duties are similar to those of trustees and include: duty to act within the powers of the charity s governing document (section 171); duty to achieve the charitable purposes of the company but also, having regard to other factors, such as the employees (section 172); duty to exercise independent judgement (section 173); duty to exercise reasonable care, skill and diligence (section 174); duty to avoid conflicts of interests (section 175); duty not to accept benefits from third parties by reason of being a director/ trustee (section 176); and duty to declare interests in proposed transactions or arrangements (section 177). 19
20 Delegation of trustees responsibilities Trustees should refer to the charity s governing document and its position on delegation of trustees responsibilities. Trustees can generally delegate certain powers to agents or employees but will, and must always, retain the ultimate responsibility for running the charity. If a trustee does decide to delegate, they should set out the terms of the delegation in writing, for example in in the minutes of a trustees meeting. The following information should be recorded: details of the powers delegated; to whom the power is delegated; procedures for reporting back to the trustees should be established; and the trustees should keep the decision to delegate under constant review. 20
21 Delegation of trustees responsibilities Extract from a charity s governing document taken from the Charity Commission: The directors may delegate any of their powers or functions to a committee of two or more directors but the terms of any delegation must be recorded in the minute book. (2) The directors may impose conditions when delegating, including the conditions that: (a) the relevant powers are to be exercised exclusively by the committee to whom they delegate; (b) no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the directors. (3) The directors may revoke or alter a delegation. (4) All acts and proceedings of any committees must be fully and promptly reported to the directors. 21
22 Trustees points to consider when running a charity The purpose of a charitable trustee is to ensure that the charity s resources are used to further the charity s charitable aims. The charity s aims and objects will be set out in its governing document. the charity s resources should be used in a way that will promote it s objects; trustees should be aware that if they use the charity s resources for a purpose outside of it s objects they can be held personally liable; and trustees need to ensure that the charity s governing document is kept up to date so that it reflects the current objects of the charity. 22
23 Considerations when amending a charity s governing document All charitable companies can amend their articles of association. There are certain regulated alterations which require the Charity Commission s approval such as: a) any change to the statement of the objects of the charity; b) any change to what happens to the charity's property on winding up; and c) any change which authorises the charity's funds or property to be used to benefit the directors or members, or people or organisations connected with them. Many unincorporated charities with incomes of 10,000 or less can change their governing document, even if there is no power to do so in the governing document. Generally speaking the Charity Commission's involvement is only needed where the changes involve the charity's purposes or powers which will result in a benefit for the trustees or people connected with them. Further guidance can be obtained from the Charity Commission. Trustees of unincorporated charities with incomes of more than 10,000 can change the powers they have to administer the charity and related procedures. If the governing document provides specific powers, the trustees can also change the charity's purposes. 23
24 Financial Procedures Proper financial procedures should be in place. This will not only protect the charity but also the trustees. The following should be considered: formal processes should be in place for authorising payments such as the requirement for multiple signatories for authorisation of all payments made by the charity; and the trustees should produce regular monthly budgets and keep robust financial records. If assets of the charity are lost as a result of fraud, the trustees will be expected to explain to the Charity Commission what steps they took to prevent fraud and how the steps broke down. It is possible for trustees to be held personally liable for losses. 24
25 Benefits to trustees In the absence of express legal authority, trustees cannot receive any benefit from their charity. This means that they cannot generally be paid for acting as a trustee although reasonable expenses, such as those incurred traveling to a trustees meeting, can usually be claimed. There are some exceptions to the above however, they are limited and trustees are advised to seek guidance from the Charity Commission before accepting any payment from a charity of which they are a trustee. 25
26 Liability of trustees The extent of a trustees liability depends on the legal form of the charity. Incorporated charities: it is common for charities to be set up as companies limited by guarantee; a charity set up in this way has its own legal personality therefore, it is free to enter into contracts and relationships in its own name; it is the charity rather than the trustees, which is liable for the charity s debts (except in breach of trust); and the trustees may become liable in the event the charity becomes insolvent and there has been wrongful or fraudulent trading. The trustees may also be liable if they give personal guarantees to support the charity s obligations. 26
27 Liability of trustees Wrongful trading: wrongful trading is defined under Section 214 of the Insolvency Act 1986; wrongful trading applies when: (a) the company has gone into insolvent liquidation; (b) at some time before the commencement of the winding up of the company, that person knew or ought to have concluded that there was no reasonable prospect that the company would avoid going into insolvent liquidation; and (c) that person was a director of the company at that time. Fraudulent Trading: fraudulent trading is defined under Section 213 of the Insolvency Act 1986; if in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose. Trustee directors who are found guilty of either of the above offences may have to personally account to the charity s liquidation. 27
28 Liability of trustees Unincorporated charities: has no legal personality; the trustees themselves enter into contracts and relationships on the charity s behalf; and The trustees liability is potentially unlimited. 28
29 Liability of trustees Trustees are potentially exposing themselves to two types of liability: Liabilities to 3 rd parties that occurs in the course of running the charity: the extent of these liabilities will depend on the legal form of the charity (incorporated or unincorporated as previously mentioned). All charity trustees are potentially subject to claims instigated by the Charity Commission, Attorney General or other trustees if they are found to be in breach of trust. It is very rare for trustees to be found personally liable for breach of trust when they have acted in good faith. 29
30 Liability of trustees Charity Commission policy - restitution and the recovery of charitable funds misappropriated or lost to charity in breach of trust ( The policy reassures trustees that they will not be pursued for any loss incurred as a result of an honest mistake. When property has been lost as a result of a serious breach of trust, however, the trustees should be expected to take steps to recover the loss. The Policy makes it clear that when serious losses have occurred, trustees should seek legal advice, consider what steps they can take to recover the property, the likelihood of successfully recovering the property and the possible effects of their actions. In cases where trustees are unwilling or unable to take the necessary steps to recover the loss, the Charity Commission will consider stepping in and bringing enforcement action. 30
31 Questions 31
32 Ellisons Solicitors For Businesses: We act for a diverse business client base ranging from large corporate organisations through to public sector bodies and smaller family businesses. We look after their interests by analysing risk, safeguarding assets, building businesses and resolving disputes. As part of the local business community, we are involved in the area s key developments and are able to spot opportunities and guard against any threats which may affect our clients interests. For Individuals: We act for a diverse private client base. We look after their interests by analysing risk, safeguarding assets, building businesses and resolving disputes. 32
33 Seamus Clifford Partner Head of Corporate and Commercial Paul Forsyth Solicitor Corporate and Commercial Career Seamus obtained an LLB (Hons) degree in Law and Politics from Cardiff University and a commendation in the Legal Practice Course from Cardiff Law School. Seamus joined Ellisons in 1996 as a trainee Solicitor, qualifying into the Corporate and Commercial team in In 2000 Seamus left Ellisons to join the London corporate finance team at Berwin Leighton Paisner where he remained until 2006 working primarily within the highly regarded hotel, leisure and restructuring teams. Seamus re-joined Ellisons as a Partner and head of the Corporate and Commercial practice in Corporate Finance Mergers & Acquisitions Joint ventures Shareholder arrangements Corporate re-organisations Corporate recovery Commercial Hotel & Leisure Career Paul trained at a London based firm and qualified in January He joined Ellisons in September Paul specialises in mergers, de-mergers and acquisitions. He is also experienced in drafting shareholder, partnership and general commercial agreements. Areas of Specialism Mergers, de-mergers and acquisitions. Shareholder and partnership agreements. General commercial agreements 33
The responsibilities and duties of a company director
The responsibilities and duties of a company director Page 1 Contents Introduction page 3 The role page 4 The general duties page 5 Other duties and responsibilities page 9 Indemnities and insurance page
More informationGuidance Booklet Charity Incorporation Made Simple
Guidance Booklet Charity Incorporation Made Simple *berwin leighton paisner Contents What is an incorporated charity? 1 What are the key features of an incorporated charity? 2 What is an unincorporated
More informationCOMPANIES LIMITED BY GUARANTEE
COMPANIES LIMITED BY GUARANTEE A. Members liabilities and responsibilities Liability of members The liability of members of a company limited by guarantee is limited to the amount they have agreed to contribute,
More informationHow To Know What You Can Expect From A Charity Trustee Liability
Trustee guide Summary of the potential personal liabilities associated with becoming the trustee of a charity David Tyler, Chair of Insurance Working Group and Sarah Payne, Solicitor at Bates Wells & Braithwaite
More informationCORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES
CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES INTRODUCTION Directors stand in a fiduciary relationship to the company and there are general fiduciary duties imposed upon
More information3. FACT SHEET ON INCORPORATED SOCIETIES
DECEMBER 2005 FACT SHEET ON 3. FACT SHEET ON This fact sheet deals with incorporated societies. These are organisations that have at least 15 members and are registered under the Incorporated Societies
More informationThe Companies Act 1862-1900. Private Company Limited by Guarantee and not. having a Share Capital. Memorandum of Association. Children North East
The Companies Act 1862-1900 Private Company Limited by Guarantee and not having a Share Capital Memorandum of Association of Children North East As amended by special resolution dated 11 July 2007 1. Name
More informationNATIONAL HEALTH INSURANCE AUTHORITY. Personal Questionnaire
NATIONAL HEALTH INSURANCE AUTHORITY Personal Questionnaire Name of Scheme: Name of Individual: 1. Personal Details (a) Full name: Surname Forenames (b) Any previous name(s) Date(s) changed (c) (d) (e)
More informationSTARTING UP. Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees
STARTING UP Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees The Charity Commission The Charity Commission is the independent regulator of charities
More informationGUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004
GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 CONTENTS PREFACE 1 1. Directors of Companies in the BVI 2 2. Statutory Duties of Directors in the BVI 3 3. Disclosure of Director Interests
More informationTRUSTEE TRAINING The Charity Commission states that: Role of the Trustees Compliance Duty of prudence Duty of care
TRUSTEE TRAINING The Charity Commission states that: Trustees have and must accept ultimate responsibility for directing the affairs of a charity, and ensuring that it is solvent, well-run, and delivering
More informationThe board of directors of a company is primarily responsible for:
The board of directors of a company is primarily responsible for: Determining the company s strategic objectives and policies. Monitoring progress towards achieving the objectives and policies. Appointing
More informationEvery company must have a company secretary, who cannot be the same person as a [Companies Act 1985 s.283(1)]
Roles and Responsibilities of the Company Secretary Every company must have a company secretary, who cannot be the same person as a [Companies Act 1985 s.283(1)] sole director. The company secretary is
More informationUniversity of Trier English Law Helen Campbell, Lecturer
University of Trier English Law Helen Campbell, Lecturer Company Law Types of Business Associations --sole trader --partnership --company (aka corporation: management is separated from ownership) --limited
More informationTRUSTEES & GOVERNANCE. The Essential Trustee What you need to know
TRUSTEES & GOVERNANCE The Essential Trustee What you need to know The Charity Commission The Charity Commission is the independent regulator of charities in England and Wales. Its aim is to provide the
More informationGUIDANCE NOTES FOR DIRECTORS OF COMPANIES WHICH MAY BE MADE SUBJECT TO A FORMAL INSOLVENCY PROCEDURE. These notes are set out as follows: Page
GUIDANCE NOTES FOR DIRECTORS OF COMPANIES WHICH MAY BE MADE SUBJECT TO A FORMAL INSOLVENCY PROCEDURE These notes are set out as follows: Page Introduction 1 Insolvency 1 The period up to the start of the
More informationREPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009. Arrangement of Sections
REPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009 Arrangement of Sections PART 1 INTRODUCTION 1 Interpretation... PART 2 ESTABLISHMENT OF OFFSHORE LIMITED PARTNERSHIPS 2 Offshore limited
More informationMusical Keys Constitution. Foundation constitution: of a Charitable Incorporated Organisation whose only voting members are its charity trustees
Musical Keys Constitution Foundation constitution: of a Charitable Incorporated Organisation whose only voting members are its charity trustees Date of constitution: 30 th April 2013 1. Name The name of
More informationEffective from 1 January 2009. Code of Ethics for insolvency practitioners.
INSOLVENCY PRACTITIONERS (PART D) Effective from 1 January 2009. Code of Ethics for insolvency practitioners. On 1 January 2014 a minor change was made to paragraph 400.3 of the code. The change clarifies
More informationCHARITABLE INCORPORATED ORGANISATIONS
CHARITABLE INCORPORATED ORGANISATIONS This sheet gives some basic information about the charitable incorporated organisation which is due to begin to become available to charities from January 2013. CHARITABLE
More informationModel Constitution for a Charitable Unincorporated Association
Model Constitution for a Charitable Unincorporated Association It may be appropriate to establish an unincorporated association where the organisation: is to be relatively small in terms of assets; has
More informationINSOLVENCY CODE OF ETHICS
LIST OF CONTENTS INSOLVENCY CODE OF ETHICS Paragraphs Page No. Definitions 2 PART 1 GENERAL APPLICATION OF THE CODE 1-3 Introduction 3 4 Fundamental Principles 3 5-6 Framework Approach 3 7-16 Identification
More informationDUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES
DUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES This note summarises the current duties of directors of a company and the potential for them to incur personal liability in that
More informationDÁIL ÉIREANN. [No. 78a of 2014] [27 January, 2015]
DÁIL ÉIREANN AN BILLE FÁ GHLÉASANNA ÉIREANNACHA UM CHOMHBHAINISTIÚ SÓCMHAINNÍ, 2014 IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES BILL 2014 LEASUITHE TUARASCÁLA REPORT AMENDMENTS [No. 78a of 2014] [27 January,
More informationTHE COMPANIES ACT 1985 AND 1989 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF SASC
Memorandum of Association-final amended September 2014 1 of 7 THE COMPANIES ACT 1985 AND 1989 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF SASC A company
More informationThe Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause
THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES 1 Short title and commencement. 2 Interpretation. PART I PRELIMINARY Clause PART II REGISTRAR AND REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS
More informationQueensland. Health Practitioner Regulation (Administrative Arrangements) National Law Act 2008
Queensland Health Practitioner Regulation (Administrative Arrangements) National Law Act 2008 Act No. 62 of 2008 Queensland Health Practitioner Regulation (Administrative Arrangements) National Law Act
More informationRegister of People with Significant Control
Register of People with Significant Control Guidance for People with Significant Control Over Companies, Societates Europaeae and Limited Liability Partnerships Version: 2 Published: 11 April 2016 1 Overview
More informationA guide for directors of subsidiary companies in Hong Kong. August 2011
A guide for directors of subsidiary companies in Hong Kong August 2011 Dear reader, Welcome to our guide for directors and prospective directors of subsidiary companies in Hong Kong. While the duties of
More informationStarting up. Charitable Trusts: Model Trust Deed
Starting up Charitable Trusts: Model Trust Deed The Charity Commission The Charity Commission is the independent regulator of charities in England and Wales. Its aim is to provide the best possible regulation
More informationThe Essential Company Director In-depth guide
The Essential Company Director In-depth guide Icon or graphic 2 Running head The Essential Company Director All companies incorporated under the Companies Act 2006 (CA2006) must have a governing body most
More informationNewsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong
Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong December 2015 All r ig ht s r e ser ved Lo r e nz & P art ner s 2015 Although Lorenz & Partners always pays great attention
More informationLEGAL ADVISORY COMMISSION PAROCHIAL CHURCH COUNCILS: LEGAL POSITION OF MEMBERS
LEGAL ADVISORY COMMISSION PAROCHIAL CHURCH COUNCILS: LEGAL POSITION OF MEMBERS Legal status of a PCC 1. A parochial church council ( PCC ) is a body corporate (see s.3 Parochial Church Council (Powers)
More informationAcquiring land April 2001
Acquiring land April 2001 Contents 1. What is this guidance about? 2 2. In this guidance 2 3. Trustees powers and duties 3 4. What are the general duties of trustees when acquiring land for their charity?
More informationThompson Jenner LLP Last revised April 2013 Standard Terms of Business
The following standard terms of business apply to all engagements accepted by Thompson Jenner LLP. All work carried out is subject to these terms except where changes are expressly agreed in writing. 1
More informationDirectors' duties and liabilities under Cayman Islands law
Directors' duties liabilities under Cayman Isls law NOVEMBER 2014 For more briefings visit mourantozannes.com This briefing is only intended to give a summary general overview of the subject matter. It
More informationTHE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION SHELTERBOX TRUST. Companies Act 2006
Company No: 04612652 Charity No: 1096479 THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF SHELTERBOX TRUST Companies Act 2006 Company limited
More informationArticles of Association
Articles of Association June 2015 Institute of Financial Accountants The Podium, 1 Eversholt Street, Euston, London, NW1 2DN T: +44 (0)207 554 0730 F: +44(0) 207 554 0731 E: mail@ifa.org.uk www.ifa.org.uk
More informationInsolvency: a guide for directors
INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and
More informationProfessional Ethics in Liquidation and Insolvency
COE Section 500 Issued February 2012Revised July 2015 Effective on 1 April 2012 Code of Ethics for Professional Accountants Part E Section 500 Professional Ethics in Liquidation and Insolvency SECTION
More informationCorporate guide: the duties and responsibilities of a company director
Corporate guide: the duties and responsibilities of a company director INTRODUCTION This guide provides directors of UK incorporated companies with a general overview of the statutory and other duties
More informationCOLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010
---------------------------------------------------------------------------------------------- COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ----------------------------------------------------------------------------------------------
More informationUnited Kingdom. Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP. 1. Directors duties
Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP 1. Directors duties 1.1 Nature of the duties In the United Kingdom, directors owe fiduciary duties and a duty of care to their companies. Until
More informationCONSTITUTION OF A CHARITABLE INCORPORATED ORGANISATION WITH VOTING MEMBERS OTHER THAN ITS CHARITY TRUSTEES...
( Association Model Constitution) Date of constitution: 23 December 2013 CONSTITUTION OF A CHARITABLE INCORPORATED ORGANISATION WITH VOTING MEMBERS OTHER THAN ITS CHARITY TRUSTEES... 1 Name The name of
More informationChapter summary ch 5 legal aspects of business (business structures and relationships)
Miles and Dowler, A Guide to Business Law 21st edition Study Aid Chapter summaries Chapter summary ch 5 legal aspects of business (business structures and relationships) The major types of business structure
More informationInvestment Business in Bermuda
Investment Business in Bermuda Foreword This memorandum has been prepared for the assistance of those who require information about the Investment Business Act 2003. It deals in broad terms with the requirements
More information2. The purpose of bankruptcy proceedings is to provide an orderly method of distributing the assets of such a person fairly among creditors.
Miles and Dowler, A Guide to Business Law 21st edition Study Aid Chapter summaries Chapter summary ch 17 debt recovery and bankruptcy A. The purpose of bankruptcy proceedings 1. An insolvent person is
More informationDAVID THOMAS LTD GUIDE TO COMPANY INSOLVENCY
DAVID THOMAS LTD GUIDE TO COMPANY INSOLVENCY Ver 1 Feb 2015 Phone : 09-215-6893 07-576-8832 021-124-6689 Email: david@david-thomas.co.nz Introduction Welcome to our guide to liquidations. This guide is
More informationCORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities
CORPORATE SERVICES IMMIGRATION Directors Duties and Responsibilities A. COMMON LAW DUTIES Directors are mainly responsible for the overall management of the company. In exercising their powers, they must
More informationDealing with charities
Dealing with charities Key points for businesses Moira Protani and Neasa Coen of Berwin Leighton Paisner LLP outline some of the issues to be considered by companies when dealing with charities. Illustration:
More informationFiduciary Duties 3. Skill and Care 3
Duties & Liabilities of a Director of a Company Incorporated Under the Laws of the Cayman Islands Contents Preface 2 1. Statutory Duties of a Director 3 2. Other Duties of a Director 3 Fiduciary Duties
More informationTrustee indemnity insurance
This information sheet provides guidance and advice for village halls and similar community buildings and how to manage their employees and volunteers Last updated September 2013 Contents Contents Page
More informationAustralian Charities and Not-for-profits Commission: Regulatory Approach Statement
Australian Charities and Not-for-profits Commission: Regulatory Approach Statement This statement sets out the regulatory approach of the Australian Charities and Not-for-profits Commission (ACNC). It
More informationComparison of Limited Partnerships in the BVI, the Cayman Islands, Guernsey and Jersey
Comparison of Limited Partnerships in the BVI, the Cayman Islands, Guernsey and Jersey This table has been prepared to provide a comparison of the laws of the British Virgin Islands (BVI), the Cayman Islands,
More informationREQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY)
ABACONDA MANAGEMENT GROUP REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) COMPANIES ACT 1993 SUMMARY WITH REFERENCES 2011 Table of Contents Shares of New Zealand Company... 2 Shareholders
More informationSupplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision)
Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. Mutual Funds Law (2009 Revision) MUTUAL FUNDS LAW (2009 Revision) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part),
More informationU & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER
U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER As at 31 March 2014 BOARD CHARTER Contents 1. Role of the Board... 4 2. Responsibilities of the Board... 4 2.1 Board responsibilities... 4 2.2 Executive
More informationRegister of People with Significant Control. Guidance for Companies, Societates Europaeae and Limited Liability Partnerships
Register of People with Significant Control Guidance for Companies, Societates Europaeae and Limited Liability Partnerships Version: 4 Published: 11 April 2016 Overview This guidance explains what you
More informationBVI Financial Services Commission. Registry of Corporate Affairs. User Guides on the BVI Business Companies Act. User Guide No. 4
BVI Financial Services Commission Registry of Corporate Affairs User Guides on the BVI Business Companies Act User Guide No. 4 Directors and Their Responsibilities This is one of a series of User Guides
More informationA Guide on Directors Duties
A Guide on Directors Duties Introduction In general the responsibilities and liabilities of directors derive from various sources, including the constitution of the company, case law and statute law. If
More informationAUDIT ACT. 2008 Revised Edition CAP. 32.02
AUDIT ACT CAP. 32.02 Audit Act CAP. 32.02 Arrangement of Sections AUDIT ACT Arrangement of Sections Section PART 1 PRELIMINARY 7 1 Short title... 7 2 Definitions... 7 PART 2 AUDITOR-GENERAL AND THE AUDIT
More informationNSW Self Insurance Corporation Amendment (Home Warranty Insurance) Act 2010 No 30
New South Wales NSW Self Insurance Corporation Amendment (Home Warranty Insurance) Contents Page 1 Name of Act 2 2 Commencement 2 Schedule 1 Amendment of NSW Self Insurance Corporation Act 2004 No 106
More informationUnit Titles (Management) Act 2011
Australian Capital Territory A2011-41 Republication No 8 Effective: 1 July 2015 Republication date: 1 July 2015 Last amendment made by A2015-19 Authorised by the ACT Parliamentary Counsel About this republication
More informationTHE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of CORNWALL PARTNERS IN CARE LIMITED
THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of CORNWALL PARTNERS IN CARE LIMITED PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1 Defined terms (1) The regulations
More informationLIMITED LIABILITY PARTNERSHIP ACT
CAP. 30A LAWS OF KENYA LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 30A Revised Edition 2012 [2011] Published by the National Council for Law Reporting with the Authority of the Attorney-General www.kenyalaw.org
More information17. Trustees Roles and Responsibilities
17. Trustees Roles and Responsibilities Contents: 1. Trustees... 1 2. The Responsibility of Charity Trustees... 2 3. Liability of Trustees... 3 4. Good Practice for Charity Trustees... 4 5. Trustee Liability
More informationTRUST DEED LONG LANE PASTURE TRUST. 1 Prince s Avenue, Finchley, London N3 2DA Tel 020 8346 5011 Fax 020 8346 6509
TRUST DEED of LONG LANE PASTURE TRUST 1 Prince s Avenue, Finchley, London N3 2DA Tel 020 8346 5011 Fax 020 8346 6509 CONTENTS Clause Subject Page 1 Introduction 1 2 Name and Objects 3 Powers 2 4 The Trustees
More informationFact sheet: Duties of directors of a company limited by guarantee
Fact sheet: Duties of directors of a company limited by guarantee Overview This fact sheet concerns the legal duties of directors and other officers of not-for-profit organisations that are incorporated
More informationINSTITUTE OF TRANSLATION AND INTERPRETING
INSTITUTE OF TRANSLATION AND INTERPRETING CODE OF PROFESSIONAL CONDUCT 1 CONTENTS 1. INTRODUCTION 2. THE PURPOSE OF THE CODE 3. PRINCIPLES OF PRACTICE 4. PROFESSIONAL VALUES 5. AMENDMENTS 6. PRINCIPLE
More informationForeign Currency Account & Foreign Currency Term Deposit Terms and Conditions Effective 1 April 2015
Foreign Currency Account & Foreign Currency Term Deposit Terms and Conditions Effective 1 April 2015 What you need to know about these terms and conditions This booklet sets out the terms and conditions
More informationMemorandum And Articles Of Association for Company Limited by Guarantee. Memorandum of Association. Transport Planning Society Ltd
Memorandum And Articles Of Association for Company Limited by Guarantee Memorandum of Association of Transport Planning Society Ltd 1. Name The Company's name is The Transport Planning Society Ltd. 2.
More informationDIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION
INTRODUCTION We are all familiar with the principle that directors have a general duty to act in the best interests of the company. In most situations where this is an issue, the company is usually treated
More informationTHE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE
THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF THE SOCIETY FOR EXPERIMENTAL BIOLOGY Incorporated on 24 th May 1977 Company no. 01314879 Adopted by Special Resolution
More informationMODEL TRUST DEED FOR SPECIAL DISABILITY TRUSTS
MODEL TRUST DEED FOR SPECIAL DISABILITY TRUSTS PLEASE READ: This trust deed contains the clauses which are essential for a trust to comply with the requirements of the Special Disability Trust legislation.
More informationGovernance working group
Governance working group Issues paper on trustee and director duties March 2011 PROPOSED REFORM The Government s response to recommendation 2.1 of the Super System Review included in principle support
More informationListing Agents and Corporate Advisers
Listing Agents and Corporate Advisers GUIDE TO BECOMING A LISTING AGENT OR CORPORATE ADVISER The Cayman Islands Stock Exchange P.O. Box 2408GT Grand Cayman Cayman Islands Telephone: +1 345 945 6060 Email:
More informationCAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION)
CAYMAN ISLANDS Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part), 9 of 1998, 4 of
More informationCayman Islands Insolvency Law
Cayman Islands Insolvency Law Foreword This memorandum has been prepared for the assistance of those who are considering issues pertaining to the insolvency of companies in the Cayman Islands. It deals
More informationTHE INSOLVENCY ACT AND RULES 1986 COMPANY DIRECTORS DISQUALIFICATION ACT 1986 QUESTIONNAIRE FOR DIRECTORS AND COMPANY OFFICERS/EMPLOYEES
THE INSOLVENCY ACT AND RULES 1986 COMPANY DIRECTORS DISQUALIFICATION ACT 1986 QUESTIONNAIRE FOR DIRECTORS AND COMPANY OFFICERS/EMPLOYEES 0813 NAME OF COMPANY Section 235 of the Insolvency Act 1986 places
More informationDebt Arrangement Scheme. The Debt Arrangement Scheme (DAS) Debtor Information Booklet Business DAS. on a positive note
Debt Arrangement Scheme The Debt Arrangement Scheme (DAS) Debtor Information Booklet Business DAS on a positive note This booklet provides general information on the Debt Arrangement Scheme (DAS) and is
More informationPARTNERSHIPS ACT LAWS OF KENYA. No. 16 of 2012
LAWS OF KENYA PARTNERSHIPS ACT No. 16 of 2012 Revised Edition 2012 Published by the National Council for Law Reporting with the Authority of the Attorney-General www.kenyalaw.org [Rev. 2012] No. 16 of
More informationOSCr. SCIOs: A Guide. Guidance on the Scottish Charitable Incorporated Organisation for charities and their advisers
SCIOs: A Guide Guidance on the Scottish Charitable Incorporated Organisation for charities and their advisers Page : 02 SCIOs: A Guide 2011 Page : 03 SCIOs: A Guide 2011 Contents Page 1. What is a SCIO?
More informationBOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098
1. Role of the Board BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098 This Board Charter sets out the principles for the operation of the board of directors of the Company
More informationTHE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION
Company number: 4337774 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF BRITISH SOCIETY OF DENTAL HYGIENE & THERAPY LIMITED (the "Company") (adopted by special resolution
More informationGuidance for insolvency practitioners and official receivers
Guidance for insolvency practitioners and official receivers An introduction from the Chief Executive Dear Insolvency Practitioner/Official Receiver This guide provides information on how insolvency practitioners
More informationFirm Registration Form
Firm Registration Form Firm Registration Form This registration form should be completed by firms who are authorised and regulated by the Financial Conduct Authority. All sections of this form are mandatory.
More informationAN BILLE UM CHOMHAIRLEOIRÍ BAINISTITHE FIACHAIS A RIALÁIL, 2011 REGULATION OF DEBT MANAGEMENT ADVISORS BILL 2011. Mar a tionscnaíodh As initiated
AN BILLE UM CHOMHAIRLEOIRÍ BAINISTITHE FIACHAIS A RIALÁIL, 2011 REGULATION OF DEBT MANAGEMENT ADVISORS BILL 2011 Mar a tionscnaíodh As initiated ARRANGEMENT OF SECTIONS PART 1 Preliminary and General Section
More informationIf you are unclear about the implications of Auto Enrolment you will find our Guide to Auto Enrolment a good starting point.
The Pay Check Auto Enrolment Service A service designed for Pay Check clients who are looking for a first class pension solution that is simple to administer, cost effective and guarantees full compliance
More informationVoluntary liquidation under the BVI Business Companies Act 2004
Voluntary liquidation under the BVI Business Companies Act 2004 JULY 2013 For more briefings visit mourantozannes.com This briefing is only intended to give a summary and general overview of the subject
More informationSmall Business Grants (Employment Incentive) Act 2015 No 14
New South Wales Small Business Grants (Employment Incentive) Act 2015 No 14 Contents Page Part 1 Part 2 Preliminary 1 Name of Act 2 2 Commencement 2 3 Object of Act 2 4 Definitions 2 Grant scheme 5 Grant
More informationInsolvency. There are two categories of insolvent businesses that you may have to deal with:
Insolvency The first indication you may have that a business is no longer trading is when you find the premises closed during what would be normal trading hours, the telephone has been disconnected, your
More informationINTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW
REPUBLIC OF CYPRUS INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW (No 47(I) of 1999) English translation prepared by The Central Bank of Cyprus ARRANGEMENT OF SECTIONS PART I PRELIMINARY AND GENERAL Section
More informationBusiness Structures in Australia
1. Introduction This paper presents an overview of the various types of business structures available in Australia each of which necessarily attracts different legal and taxation consequences. 2. Sole
More information3.6. Please also note, unless your policy confirms otherwise, the rights under your policy may only be pursued in an English court.
Terms of business agreement - commercial customers M & N Insurance Service Limited Authorised and regulated by the Financial Conduct Authority No: 305837. Registered Office: 248 Hendon Way London NW4 3NL
More informationPapua New Guinea Conservation Trust Fund
Papua New Guinea Conservation Trust Fund Trust Deed The Nature Conservancy Papua New Guinea Conservation Trust Fund Limited Prepared by Blake, Dawson, Waldron Grosvenor Place 225 George St Sydney NSW 2000
More informationTIPS FOR DIRECTORS FACING BUSINESS DIFFICULTIES
TIPS FOR DIRECTORS FACING BUSINESS DIFFICULTIES The rapid downturn in the economy means company directors are faced with new challenges, possibly on a greater scale and more complex than ever before. Directors
More informationTHE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE
THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASSOCIATION OF ART HISTORIANS Incorporated under the Companies Act 2006 On 2013 Company no. Hempsons
More informationSIPP operator guidance
Finalised guidance A guide for Self-Invested Personal Pensions (SIPP) operators 8 October 2013 SIPP operator guidance This guidance relates to the following rule(s) in the FCA Handbook Conduct of Business
More informationHow To Become A Director Of A Company
Company Directors' Responsibilities CONTENTS Company Directors' Responsibilities 2 Disqualification 4 The Powers And Duties Of Company Directors 6 Basic Statutory Obligations Of A Company Under The Companies
More informationInquiry Report The Egyptian Community Association in the United Kingdom
Inquiry Report The Egyptian Community Association in the United Kingdom Former Registered Charity Number 1129160 (now removed from the Register of Charities) This is a statement of the results of the Inquiries
More information